Notice of extraordinary general meeting of Opus Group AB (publ)
The shareholders of Opus Group AB (publ), Reg. No. 556390-6063, with registered office in Gothenburg, are hereby invited to the extraordinary general meeting on Thursday 20 February 2020 at 09:00 CET at Advokatfirman Vinge, Nordstadstorget 6, in Gothenburg, Sweden. Registration starts at 08:30 CET.
Shareholders who wish to participate in the meeting must be registered in the share register maintained by Euroclear Sweden AB no later than on Friday 14 February 2020 and must also notify the company of their intention to attend the meeting via link www.opus.global/registerEGM, via telephone +46 771 246 400 or in writing to Computershare AB, ”EGM Opus”, Box 5267, 102 46 Stockholm, Sweden, no later than on Friday 14 February 2020.
The notification must state the shareholder’s name, address, personal identity number/registration number, telephone number and, if applicable, information about the attendance of any assistants (maximum two) and name and personal identity number of the proxy. Information submitted in connection with the notification will be computerized and used exclusively for the extraordinary general meeting. See below for additional information on the processing of personal data.
Shareholders represented by proxy must submit a dated power of attorney. A proxy form is available at the company’s webpage www.opus.global. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney may not be older than one year, however, it may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. The certificate of registration must not have been issued earlier than one year before the extraordinary general meeting. The original power of attorney and the certificate of registration should be delivered to the company at the address mentioned above no later than on Friday 14 February 2020.
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must re-register their shares in their own names in order to be entitled to attend the general meeting. Such registration, which may be temporary, must be duly effected in the share register maintained by Euroclear Sweden AB no later than on Friday 14 February 2020. The shareholders must therefore advise their nominees well in advance of this date.
1. Opening of the meeting.
2. Election of a chairman of the meeting
3. Preparation and approval of the voting register.
4. Approval of the agenda.
5. Election of one or two persons to attest the minutes.
6. Determination of whether the meeting was duly convened.
7. Determination of the number of board of directors to be elected by the meeting.
8. Determination of fees for the board of directors.
9. Election of the board of directors.
10. Closing of the meeting.
ELECTION OF A CHAIRMAN OF THE MEETING (Item 2)
The board of directors proposes that Anders Strid, member of the Swedish Bar Association, from Advokatfirman Vinge, shall be appointed chairman of the extraordinary general meeting.
OGRAI BIDCO AB’s PROPOSALS FOR ITEMS 7, 8 AND 9
Ograi BidCo AB (”Ograi”), having announced on 16 January 2020 the acquisition of 79.4 percent of the total number of outstanding shares and votes in the company, will submit proposals regarding items 7, 8 and 9 on the agenda no later than during the extraordinary general meeting.
NUMBER OF SHARES AND VOTES
As per the date of this notice, the total number of outstanding shares and votes in the company is 290 318 246. All shares are of the same series of shares. As of the date of this notice the company holds no treasury shares.
ACCESS TO DOCUMENTS ETC.
Documents pertaining to the meeting are available via the company’s website, www.opus.global, and will be sent to shareholders who so request.
INFORMATION AT THE MEETING
The board of directors and the CEO shall, if any shareholder so requests and the board of directors considers that it can be done without material harm to the company, provide information at the extraordinary general meeting on matters that may affect the assessment of an item on the agenda in accordance with Chapter 7, Section 32 of the Swedish Companies Act (2005:551).
For information on how your personal data is processed, see www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Gothenburg in January 2020
Opus Group AB (publ)
The Board of Directors
For additional information, please contact:
Helene Carlson, Director of Corporate Communications & Investor Relations
Tel: +46 765 25 84 93
Katarina Bonde, Chairman of the Board
Opus is a technology-driven growth company in the vehicle inspection and intelligent vehicle support markets. The company has a strong focus on customer service and innovative technology within emission and safety testing and intelligent vehicle support. Opus had approximately SEK 2.5 billion in revenues in 2018 with solid operating profit and cash flow. Opus’ goal is to reach an annual revenue growth of 5-10 percent, through organic and acquisitive growth based on 3-year CAGR, and an EBITA margin of 15 percent. The majority of the growth is estimated to come from the international expansion of the vehicle inspection business, with a primary focus on the Latin American and Asian markets, and the expansion of the intelligent vehicle support business. With approximately 2,600 employees, Opus is headquartered in Gothenburg, Sweden. Opus has 34 regional offices, 24 of which are in the United States and the others in Sweden, Argentina, Chile, Mexico, Peru, Pakistan, United Kingdom, Spain and Australia. Opus has production facilities in the U.S. in Hartford, Ann Arbor and Tucson. The shares of Opus Group are listed on Nasdaq Stockholm.